TERMS & CONDITIONS
JACOB BRIAN, RED DOLES LANE, HUDDERSFIELD, HD2 1YF, UK.
1.1 In these Conditions of Sale “the Seller” means Jacob Brian “the Customer” means the person, firm or company purchasing the goods, “Goods” means the goods specified in the Order placed by the Customer for the supply of the goods and “Order” means the customer’s order for Goods either on the Seller’s order form or through the Seller’s online ordering systems.
2.1 Unless otherwise expressly agreed in writing by the Seller these conditions shall apply to all Orders received and accepted.
2.2 The Customer must notify all orders in writing or via the official App or Website software service
2.3 If the Customer’s Order contains printed conditions such conditions shall not in any circumstances bind the Seller.
2.4 Time is not of the essence of the order; the target delivery date/production period is an estimate and does not form part of the contract unless agreed in writing. The Seller cannot be held responsible for any loss of profit by the Customer due to faulty goods or delays in delivery.
2.5 The Seller accepts responsibility for two percent deviation from measurements given, due to cloth irregularities and performance, any greater change is the responsibility of the cloth manufacturer.
3.1 No alterations or variations of the terms and conditions of any Order are binding on the Seller unless agreed by the Seller in writing.
4.1 Prices given or quoted are exclusive of Value Added Tax or any other revenue charge, packing, carriage, delivery or handling unless otherwise agreed in writing.
4.2 If there is any unforeseen increase in the cost of the Goods to the Seller or in the rate of Value Added Tax prior to delivery or collection of the Goods the price thereof may be adjusted to reflect such increase.
5.1 Cancellation of any Order cannot be made without the Seller’s consent.
6.1 The Customer shall make payment within seven days from receipt of invoice, until such times as they have been accepted for a credit account by the Seller and its insurers or unless pre payment or pro forma payment terms have been agreed. Time of payment is of the essence.
6.2 No credit account will be considered without an accompanying credit application form. Once such a credit account is set up the Customer shall make payment no later than the 30th of the month following that of the invoice, unless special arrangements have previously been agreed.
6.3 All payments shall be made payable to the Seller. In the case of dispute or legal proceedings the Seller’s offices at the address shown on the invoice is to be deemed the place where payment is made.
If payment is not received by due date, all services will be suspended immediately (including any services relating to any other Orders received) and if, 14 days later, the account still remains unpaid, legal proceeding to recover the debt will commence (except if the Seller has exercised the guarantee under clause 6.10).
6.5 The Seller shall be entitled to charge and the Customer shall pay interest calculated at the rate of 1.5% per month upon any invoices not paid on time in accordance with this clause from the date of issue of the relevant invoice or invoices.
6.6 If a Customer does not pay on the due date, without restricting any other rights and remedies the Seller may have, it may immediately withdraw credit account facilities from such Customer.
6.7 Without prejudice to any other rights and remedies the Seller may have in the event of Customer non-payment, the Seller shall be entitled to withhold any further goods the Customer has ordered until payment for the Goods is received.
6.8 The Customer shall pay all amounts due under any Order in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or in part. The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Seller to the Customer.
6.9 Payment by credit card/MasterCard/Amex may at the seller’s digression incur a 1.25% handling charge.
6.10 In the event of Customer non-payment, the Seller reserves the right to pursue individually and collectively for payment of any Order, the signatory of the Conditions of Sale who unequivocally and irrevocably agrees to guarantee if the Customer fails to pay them. As a separate obligation, the signatory individually and collectively indemnifies the Seller against any loss, costs or expenses incurred by it if the Customer fails to pay any Order.
7.1 Title to the Goods shall not pass to the Customer until the Seller has received payment in full (in cash or cleared funds) for:
a. the Goods; and
b. Any other goods or services that the Seller has supplied to the Customer in respect of which payment has become due or is outstanding.
7.2 Until payment for the Goods is received in full, the Customer shall:
a. hold the Goods on a fiduciary basis as the Seller’s Bailee;
b. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Seller’s property;
c. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
d. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
e. Notify the Seller immediately if it becomes subject to any of the events listed in clause 11.2.
7.3 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 11.2, or payment is not received within 14 days of its due date, or the Seller reasonably believes that any such insolvency event is about to happen and notifies the Customer accordingly, then without limiting any other right or remedy the Seller may have, the Seller may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
8. PASSING OF RISK
8.1 The Goods shall be at the Customer’s risk from the date of delivery.
9.1 Time of dispatch shall not be of the essence of the contract. Delivery of the Goods may be wholly or partially suspended (as the case may require) during any delay in the preparation or manufacture of the Goods for whatever reason. The Customer shall not hold the Seller responsible for any direct or indirect loss that may arise if delivery is delayed.
10. DAMAGE OR LOSS IN TRANSIT AND SHORTAGE
10.1 Where the Seller has agreed to deliver the Goods no liability is accepted by the Seller for the damage or loss during transit or any shortage unless the Customer notifies the Seller in writing within three days of receipt of the Goods and in any event the Seller’s liability shall be limited under clause 14 hereof. Notification to the Seller must in all cases be given to the address shown on the invoice.
11. CUSTOMER’S INSOLVENCY OR INCAPACITY
11.1 If the Customer becomes subject to any of the events listed in clause 11.2, or the Seller reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Seller, the Seller may cancel or suspend all further deliveries under this contract or under any other contract between the Customer and the Seller without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due and payable.
11.2 For the purposes of clause 11.1, the relevant events are:
a. the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
b. the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, the Customer is the subject of a bankruptcy petition or order; an application is made to court, or an order is made, for the appointment of an administrator, a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
c. any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2(a) to (b) (inclusive);
11.3 Termination of this contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the contract shall continue in full force and effect.
12.1 No warranties representations or conditions of any kind express or implied are given by the Seller except as specifically agreed in writing with the Customer.
13. DATA PROTECTION
13.1 Please note the following regarding the Data Protection Act 1998. We may transfer information about you to our bankers/financers for the purposes of providing services for the following reasons:-
• Obtaining credit insurance
• Making credit reference agency searches
• Credit control
• Assessment and analysis (including credit scoring, product and statistical analysis)
• Protecting our interests
• We will provide you with details of our bankers/financiers and that of any credit reference agencies used on request.
14. GENERAL LIABILITY
14.1 Subject to clause 14.2, the Seller’s liability for any loss and or damage whether direct or indirect consequential or howsoever caused shall be limited to replacement at the option of the Seller of the Goods which are notified to the Seller in writing as being defective within three days of the date of delivery provided that the Seller shall be under no liability if the Customer fails to adhere strictly to the terms of payment provided for herein or if the Goods have not been used or retained reasonably or properly.
14.2 Neither party excludes or limits liability to the other party for death or personal injury created by negligence or for any liability that cannot be excluded as a matter of law.
15.1 Unless otherwise agreed prices are stated and shall be payable in sterling at such place as the Seller may designate. If prices are stated in other than Sterling the Customer shall pay the Seller the amount of such other currency as may be required to purchase the same amount of Sterling as could be purchased on the date when this contract is entered into.
16.1 The contract of which these conditions form part is personal to the Customer who shall not assign the benefit thereof without the Seller’s written consent.
17. LEGAL CONSTRUCTION
17.1 The contract shall in all respects be construed and operated as an English contract and subject to the exclusive jurisdiction of the English Courts.